{"url_path":"/sec/aert/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/1853044/0001829126-26-006123-index.html","accession_number":"0001829126-26-006123","cik":"0001853044","ticker":"AERT","issuer_name":"Aeries Technology, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1853044/0001829126-26-006123-index.html","primary_entity_key":"0001853044","primary_entity_name":"Aeries Technology, Inc."},"word_count":5252,"has_tables":true,"body_markdown":"**Item 11. EXECUTIVE COMPENSATION**\n\n \n\n*The following is a discussion and analysis of compensation arrangements of our named executive officers. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled back disclosure requirements applicable to emerging growth companies.*\n\n \n\n*Throughout this section, unless otherwise noted, “we,” the “Company,” “us,” “our” and similar terms refer to ATG and its subsidiaries prior to the consummation of the Business Combination, and to Aeries and its subsidiaries after the Business Combination.*\n\n \n\n**Aeries Management Transitions and Aeries Named Executive Officer Compensation**\n\n \n\nThe following management transitions occurred during the course of year ended March 31, 2026:\n\n \n\nOn\nMarch 19, 2026, Daniel S. Webb agreed to resign from his position as Chief Financial Officer and Chief Investment Officer of the\nCompany, effective March 30, 2026. The cessation of Mr. Webb’s service with the Company was the result of a mutual agreement\nbetween Mr. Webb and the Company and not due to any disagreement between the Company and Mr. Webb regarding the Company’s\noperations, policies, or practices.\n\n \n\nOn March 26, 2026, Unnikrishnan (Unni) Balakrishnan Nambiar resigned from his position as Chief Technology Officer of the Company, effective March 31, 2026, to take a leadership position with the Company’s wholly-owned subsidiary in India, Aeries Technology Group Business Accelerators Private Limited.\n\n \n\nAdditionally, on March 26, 2026, the Company’s Board of Directors appointed Bhisham (Ajay) Khare, the Company’s Chief Executive Officer and Principal Financial Officer and a Director of the Company, to serve as the Company’s Principal Accounting Officer (“PAO”), effective as of March 31, 2026.\n\n \n\nSudhir Appukuttan Panikassery, who previously served as Vice Chairman of the Company, passed away on September 19, 2025. Accordingly, his service as a Director of the Company concluded effective that date.\n\n \n\nAccordingly, our named executive officers (“**NEOs**”) for the fiscal year ended March 31, 2026 as determined in accordance with SEC rules and their respective positions as of such date with Aeries were as follows:\n\n \n\n \n●\nBhisham (Ajay) Khare, our current Chief Executive Officer\n\n \n \n \n\n \n●\nDaniel S. Webb, our former Chief Financial Officer and Chief Investment officer through March 30, 2026\n\n \n\n \n●\nUnnikrishnan (Unni) Balakrishnan, our Chief Technology Officer through March 31, 2026\n\n \n\nThe following table provides information regarding the compensation provided to our NEOs for the past two fiscal years ended on March 31, 2026 and March 31, 2025.\n\n \n\n**Name and Principal Position**\n \n**Fiscal year Ended**\n \n**Salary(1)**\n \n \n**Stock Awards(2)**\n \n \n**Non-equity incentive plan compensation(3)**\n \n \n**All othercompensation(4)**\n \n \n**Total**\n \n\nBhisham (Ajay) Khare\n \nMarch 31, 2026\n \n$\n425,001\n \n \n \n-\n \n \n \n212,500\n \n \n$\n54,919\n \n \n$\n692,420\n \n\n*Chief Executive Officer*\n \nMarch 31, 2025\n \n$\n388,643\n \n \n \n3,459,904\n \n \n \n-\n \n \n$\n256,763\n \n \n$\n4,105,310\n \n\nDaniel S. Webb\n \nMarch 31, 2026\n \n$\n398,611\n \n \n \n-\n \n \n \n-\n \n \n$\n678,945\n \n \n$\n1,077,556\n \n\n*Former Chief Financial Officer and Chief Investment Officer*\n \nMarch 31, 2025\n \n$\n400,000\n \n \n \n1,046,941\n \n \n \n-\n \n \n$\n15,133\n \n \n$\n1,462,074\n \n\nUnnikrishnan (Unni) Balakrishnan Nambiar\n \nMarch 31, 2026\n \n$\n250,000\n \n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n$\n250,000\n \n\n*Former Chief Technology Officer*\n \nMarch 31, 2025\n \n$\n‌283,328\n \n \n \n925,186\n \n \n \n-\n \n \n$\n-\n \n \n$\n‌1,208,514\n \n\n \n\n \n\n(1)\nThe amounts in this column reflect the base salary paid to the named executive officers for the fiscal years ended March 31, 2026 and March 31, 2025.\n\n \n\n77\n\n \n\n \n\nFor 2026, for Mr. Khare, the U.S. Dollar amount shown in the “Salary” column totaling $425,001, includes $1 in annual cash fees for his service as a director of the Board. Please see below for additional details regarding compensation in connection with Mr. Khare’s Board services.\n\n \n\nFor 2025, for Mr. Khare, the U.S. Dollar amount shown in the “Salary” column totaling $388,643, includes $1 in annual cash fees for his service as a director of the Board. Please see below for additional details regarding compensation in connection with Mr. Khare’s Board services.\n\n \n\nAs\npart of the Company’s efforts to optimize costs and enhance profitability, on December 1, 2024, the Board, based on the\nrecommendation of the Compensation Committee, approved a temporary reduction in base compensation for Messrs. Khare, Panikassery and\nNambiar equal to 20%, 29% and 17%, respectively, effective from December 1, 2024 to April 1, 2025. On appointment as CEO,\nMr. Khare’s Annual base Salary was increased to $ 425,000, effective February 10, 2025. Please see below for additional\ndetails regarding compensation for fiscal year 2026.\n\n \n\n(2)\n\nThe amounts in this column represent the aggregate grant fair value of restricted stock unit awards (“RSUs”) granted to each named executive officer in the fiscal year ended March 31, 2025, computed in accordance with ASC Topic 718, excluding the impact of estimated forfeitures. See Note 14 to our consolidated financial statements included in the Annual Report on Form 10-K for the year ended March 31, 2025 for the assumptions used in calculating the grant date fair value.\n\n(3)\n\nAfter considering the Company’s business performance for fiscal year 2026 and meaningful margin expansion driven by cost discipline and operating leverage, the Compensation Committee assessed management outcomes in the context of both top-line and improved profitability and execution. Accordingly, the Committee determined that Mr. Ajay Khare be awarded an incentive award in cash of at 50% of target, equal to $212,500, reflecting his role in driving operational improvements and stabilizing performance during the year.\n\n(4)\n\nThe amounts in this column for fiscal year 2026 represent (i) $14,613 for Mr. Khare and $13,945 for Mr. Webb in matching contributions under our 401(k) plan;(ii) $7,296 for Mr. Khare, $0 for Mr. Webb and $0 for Mr. Nambiar in life insurance premiums; (iii) $33,010 for equipment allowance for Mr. Khare;(iv) $400,000 for Mr. Webb as severance payment and additional $265,000 for Mr. Webb as Special Separation payment. Please see below for additional details regarding severance payments and conditions in connection with Mr. Webb’s separation from the Company; The value of the foregoing amounts was determined based on the actual cost of such benefits to the Company.\n\n \n\nThe amounts in this column for fiscal year 2025 represent (i)$13,979 for Mr. Khare and $15,133 for Mr. Webb in matching contributions under our401(k) plan;(ii) $911 for Mr. Khare, $0 for Mr. Webb and $0 for Mr. Nambiar in life insurance premiums; and (iii) for Mr. Khare,$241,873 for gross up amounts reimbursed to Mr. Khare for payment of taxes. The value of the foregoing amounts was determined based on the actual cost of such benefits to the Company.\n\n \n\n78\n\n \n\n \n\n**Narrative Disclosure to Summary Compensation Table**\n\n \n\n**Annual Base Salary**\n\n \n\nThe compensation of our named executive officers is generally determined and approved by the compensation committee and board of directors. The base salaries paid to each of the named executive officers for the fiscal year ended March 31, 2026 are listed below. Please see below for additional details regarding our named executive officers’ employment agreements.\n\n \n\n**Name**\n \n**Fiscal Year 2026 Base Salary**\n \n\nBhisham (Ajay) Khare\n \n$\n425,000\n \n\nDaniel S. Webb\n \n$\n398,611\n \n\nUnnikrishnan (Unni) Balakrishnan Nambiar\n \n$\n250,000\n \n\n \n\n**Annual Performance-Based Bonus Opportunity**\n\n \n\nFrom time to time, our board of directors or compensation committee may approve cash bonuses for our executive officers based on certain company performance or as otherwise determined appropriate. The bonus arrangements for fiscal year 2026 included Mr. Khare’s employment letter which provided for annual incentive opportunity equal to 100% of his base salary; Mr. Webb’s employment letter which provided for annual incentive opportunity equal to 40% of his base salary; and Mr. Nambiar’s employment letter, which provided for an annual incentive opportunity equal to 40% of his base salary. For additional information regarding the bonus arrangements with our named executive officers for fiscal years ending March 31, 2026 and beyond, please see the sections below titled “—*Executive Employment Agreements.*”\n\n \n\nAfter considering the Company’s business performance for fiscal year 2026 and meaningful margin expansion driven by cost discipline and operating leverage, the Compensation Committee assessed management outcomes in the context of both top-line and improved profitability and execution. Accordingly, the Committee determined that annual cash incentive of Ajay Khare to be awarded a bonus at 50% of target, reflecting his role in driving operational improvements and stabilizing performance during the year.\n\n \n\nNo incentive payments were made to Mr. Daniel Webb following his exit from the Company, and no incentives were paid to Mr. Unnikrishnan Nambiar upon his resignation from the position of Chief Technology officer effective March 31, 2026.\n\n \n\n**Equity-Based Incentive Awards**\n\n \n\nAeries’ equity-based incentive awards are designed to align the interests of our shareholders with those of our employees and consultants, including the executive officers. The board of directors and the compensation committee, as appropriate, are responsible for approving equity grants. The Company intends to attract, retain and motivate key talents working with the Company, by way of rewarding their high performance and motivate them to contribute to the overall corporate growth and profitability. Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance. Aeries may grant equity awards at such times as its board of directors or compensation committee determines appropriate.\n\n \n\nUpon the closing of the Business Combination, the Aeries Technology, Inc. 2023 Equity Incentive Plan became effective. The board of directors of the Company approved the Plan on March 11, 2023, subject to approval by the shareholders. The Plan was approved by the Company’s shareholders on November 2, 2023 and the Plan became effective upon the consummation of the Business Combination.\n\n \n\nOn March 27, 2025, at the Company’s annual meeting of the shareholders, the Company’s shareholders approved Amendment No. 1 (the “Plan Amendment”) to the Plan. The Plan Amendment provided for (i) increasing the total number of Class A ordinary shares authorized under the Plan to 11,928,287 shares (the “New Share Reserve”), (ii) amending the “evergreen” provision in the Plan to automatically increase the New Share Reserve by 5% on an annual basis or by such lesser amount that the compensation committee of the board of directors may determine (“Evergreen Increase”), and (iii) removing the annual limits on issuing awards to a single individual under Sections 5(d) and 5(e) of the Plan.\n\n \n\n79\n\n \n\n \n\nOn December 26, 2025, the Company’s board of directors approved 2,227,899 additional shares to be available for issuance under the Plan pursuant to the Evergreen Increase provision.\n\n \n\nThe Board of Directors and the Compensation Committee typically grant equity awards during regularly scheduled meetings. The timing of this approval would be dependent on the events of regular appraisal cycle, mid-year promotions, new- hires and / or any extraordinary circumstances. The Board of Directors and the Compensation Committee do not take material nonpublic information into account when determining the timing and terms of equity awards. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.\n\n \n\nFor the fiscal year ending March 31, 2026, no RSU were awarded to Messrs. Khare, Webb and Nambiar.\n\n \n\nFor additional information regarding the equity awards held by our named executive officers as of March 31, 2026, please see the section below entitled “—*Outstanding Equity Awards at Fiscal Year-End*.”\n\n \n\n**Other Compensation and Employee Benefits**\n\n \n\nFor fiscal year 2026, the U.S.-based NEOs participated in our medical insurance plan, on the same basis as all of our other U.S.-based employees. We generally do not provide perquisites or personal benefits to the named executive officers.\n\n \n\nAeries maintains a 401(k) plan that provides eligible U.S. employees, including Messrs. Khare and Nambiar, with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain Internal Revenue Code limits, which are updated annually. Aeries has the ability to make matching and discretionary contributions to the 401(k) plan. Currently, Aeries makes a 4% safe harbor contribution on behalf of its employees to the 401(k) plan. For fiscal year 2026, only Messrs. Khare and Webb participated in our 401(k) plan.\n\n \n\n**Outstanding Equity Awards at Fiscal Year-End**\n\n \n\nNo named executive officers held outstanding equity awards as of March 31, 2026.\n\n \n\n**Executive Employment\nAgreements; Potential Payments Upon Termination or Resignation with Good reason or Change in Control**\n\n \n\nEach of our named executive officers is party to an employment agreement, the material terms of which are summarized below.\n\n \n\nOn March 28, 2025, Aeries Solutions entered into new employment agreements with Bhisham (Ajay) Khare, Daniel S. Webb and Unnikrishnan Nambiar, superseding and replacing each officer’s original employment agreement and any related amendments, effective as of February 10, 2025. These new agreements reflect changes in their roles, responsibilities, and compensation arrangements consistent with the Company’s evolving leadership structure, and were approved by the Company’s Board and Compensation Committee. The material terms of the revised employment agreements for each of these officers are set forth below.\n\n \n\n80\n\n \n\n \n\n**Employment Agreement with Bhisham (Ajay) Khare**\n\n \n\nUnder the revised Employment Agreement with Mr. Khare (the “Khare Revised Employment Agreement”), he is entitled to an annual base salary of $425,000, subject to increase at the Board’s discretion. Effective for fiscal year 2025, Mr. Khare’s annual incentive opportunity has a target equal to 100% of his base salary, with actual awards determined by the Board or Compensation Committee, as applicable.\n\n \n\nHe is also eligible for future equity awards, subject to performance, continued service, and approval by the Board or Compensation Committee, as applicable. Mr. Khare is further eligible to participate in welfare benefit plans, incentive, savings and retirement plans generally available to senior executive officers of the Company on terms and conditions substantially the same as such senior executive officers.\n\n \n\nIf Mr. Khare’s employment is terminated without “cause” or if he terminates his employment for “good reason” (each as defined in the Khare Revised Employment Agreement and summarized below), then Mr. Khare will be entitled to receive subject to compliance with certain post-termination obligations and the execution of a release of claims in favor of the Company, a severance payment equal to 12 months of his base salary, payable in equal installments over 12 months. The severance payments are in lieu of any other severance benefits Mr. Khare may be eligible for under any other Company plan or program. The Khare Revised Employment Agreement provides Aries with discretion to place Mr. Khare on “garden leave” during any required period of notice (or any part of such notice period) upon certain termination event.\n\n \n\nThe Khare Revised Employment Agreement contains certain restrictive covenants that apply during and after Mr. Khare’s employment, including a non-solicitation agreement and an agreement to not disclose confidential information for a two-year period following his termination of employment for any reason. The Khare Revised Employment Agreement also includes a non-competition agreement for a one-year period.\n\n \n\nThere have been no material changes to the terms of Mr. Khare’s employment agreement during fiscal year 2026.\n\n \n\n**Employment Agreement with Daniel S. Webb**\n\n \n\nUnder the revised Employment Agreement with Mr. Webb (the “Webb Revised Employment Agreement”), Mr. Webb served as the Chief Financial Officer and Chief Investment Officer of the Employer, the Company and its affiliates.\n\n \n\nMr. Webb was entitled to an annual base salary of $400,000, subject to increase at the Board’s discretion. Effective for fiscal 2025, Mr. Webb’s annual incentive opportunity had a target equal to 40% of his base salary, with actual awards determined by the Board or Compensation Committee. Mr. Webb has to be actively employed by the Company on the last day of the fiscal year to be eligible for bonus for such fiscal year. Mr. Webb was further eligible to participate in welfare benefit plans, incentive, savings and retirement plans generally available to senior executive officers of the Company on terms and conditions substantially the same as such senior executive officers.\n\n \n\nIf Mr. Webb’s employment is terminated without “cause” or if he terminates his employment for “good reason” (each as defined in the Webb Revised Employment Agreement and summarized below), then Mr. Webb will be entitled to receive subject to compliance with certain post-termination obligations, including the execution of a release of claims against the Company, a severance payment equal to 12 months of his base salary, payable in equal installments over 12 months. The severance payments are in lieu of any other severance benefits Mr. Webb may be eligible for under any other Company plan or program. The Webb Revised Employment Agreement provides Aries with discretion to place Mr. Webb on “garden leave” during any required period of notice (or any part of such notice period) upon certain termination event.\n\n \n\nOn March 19, 2026, Daniel S. Webb agreed to resign from his position as Chief Financial Officer and Chief Investment Officer of the Company, effective March 30, 2026. The cessation of Mr. Webb’s service with the Company was the result of a mutual agreement between Mr. Webb and the Company and not due to any disagreement between the Company and Mr. Webb regarding the Company’s operations, policies, or practices\n\n \n\n81\n\n \n\n \n\nSubject to specified conditions, including a general release of claims and his continued compliance with covenants and obligations set forth in the Separation and Release Agreement (the “Separation Agreement”), the Employer will provide Mr. Webb with severance payments set forth in the Separation Agreement, including: (i) twelve (12) months of Mr. Webb’s annual base salary as in effect on March 30, 2026 which amount shall be payable in equal installments (less applicable withholdings and deductions) over a period of twelve (12) months, commencing on the first regular payroll date occurring in June 2026; and (ii) a payment of $265,000 (less applicable withholdings and deductions), payable in equal installments over a period of six (6) months starting with the first regularly scheduled payroll date in May 2026. Pursuant to the Separation Agreement, Mr. Webb irrevocably and unconditionally releases, waives, and relinquishes any and all rights, interests, claims, privileges, or entitlements in any equity, stock, stock options, restricted stock units, profit participation, or other ownership-related rights of the Company, whether vested or unvested, accrued prior to, on, or after the effective date of the Separation Agreement. Mr. Webb may revoke his acceptance of the terms of the Separation Agreement for a period of seven days following his execution of the Separation Agreement. None of the severance payments or benefits will be paid or implemented until the seven-day revocation period has expired.\n\n \n\nIn connection with his separation, and subject to compliance with applicable post-termination obligations, including the execution of a release of claims in favor of the Company, Mr. Webb is entitled to receive severance payments in accordance with the Webb Revised Employment Agreement. In addition, he will receive a special separation payment, as described below.\n\n \n\nThe severance and separation payments are payable as follows:\n\n \n\n \n●\n**Severance Payment:** 12 months of Annual Base Salary ($400,000), payable in bi-weekly instalments over a period of 12 months commencing with first regular payroll cycle of June 2026.\n\n \n\n \n●\n**Special Separation Payment:** $265,000, payable in bi-weekly instalments over a period of 6 months commencing first regular payroll cycle of May 2026.\n\n \n\nPursuant to the Separation Agreement, Mr. Webb irrevocably and unconditionally releases, waives, and relinquishes any and all rights, interests, claims, privileges, or entitlements in any equity, stock, stock options, restricted stock units, profit participation, or other ownership-related rights of the Company, whether vested or unvested, accrued prior to, on, or after the effective date of the Separation Agreement. Mr. Webb may revoke his acceptance of the terms of the Separation Agreement for a period of seven days following his execution of the Separation Agreement. None of the severance payments or benefits will be paid or implemented until the seven-day revocation period has expired.\n\n \n\nMr. Webb’s Employment Agreement contains certain restrictive covenants that apply during and after Mr. Webb’s employment, including a non-solicitation agreement and an agreement not to disclose confidential information for a two-year period following his termination of employment for any reason. The Webb Revised Employment Agreement also includes a non-competition agreement for a one-year period.\n\n \n\n**Employment Agreement with Unnikrishnan Nambiar**\n\n \n\nOn March 28, 2025, Aeries Solutions entered into a revised Employment Agreement with Unnikrishnan (Unni) Balakrishnan Nambiar (the “Nambiar Employment Agreement”), which clarifies the terms of Mr. Nambiar’s annual incentive opportunity and the form and terms of the equity award which Mr. Nambiar is eligible to receive under the Plan.\n\n \n\n82\n\n \n\n \n\nUnder the Nambiar Employment Agreement, Mr. Nambiar is entitled to an annual base salary of $250,000, subject to increase at the Board’s discretion. Effective for fiscal 2025, Mr. Nambiar’s annual incentive opportunity has a target equal to 40% of his base salary, with actual awards determined by the Board or Compensation Committee.\n\n \n\nHe is also eligible for future equity awards, subject to performance, continued service, and approval by the Board or Compensation Committee, as applicable. Mr. Nambiar is further eligible to participate in welfare benefit plans, incentive, savings and retirement plans generally available to senior executive officers of the Company on terms and conditions substantially the same as such senior executive officers.\n\n \n\nIf Mr. Nambiar’s employment is terminated without “cause” or if he terminates his employment for “good reason” (each as defined in the Nambiar Revised Employment Agreement and summarized below), then Mr. Nambiar will be entitled to receive, subject to compliance with certain post-termination obligations, including the execution of a release of claims against the Company, a severance payment equal to 12 months of his base salary, payable in equal installments over 12 months. The severance payments are in lieu of any other severance benefits Mr. Nambiar may be eligible for under any other Company plan or program. The agreements provide Aries with discretion to place Mr. Nambiar on “garden leave” during any required period of notice (or any part of such notice period) upon certain termination event.\n\n \n\nThe Nambiar Employment Agreement contains certain restrictive covenants that apply during and after Mr. Nambiar’s employment, including an agreement to not disclose confidential information.\n\n \n\nThere have been no material changes to the terms of Mr. Nambiar’s employment agreement during fiscal year 2026. On March 26, 2026, Unnikrishnan (Unni) Balakrishnan Nambiar resigned from his position as Chief Technology Officer of the Company, effective March 31, 2026 to take a leadership position with the Company’s wholly-owned subsidiary in India, ATGBA.\n\n \n\nFor purposes of the Khare Revised Employment Agreement, Webb Revised Employment Agreement and Nambiar Employment Agreement, “cause” generally means the NEO’s conviction of, or plea of nolo contendere to, a felony or other crime involving moral turpitude or the NEO’s commission of any crime involving misappropriation, embezzlement, conversion of any property (including confidential or proprietary information) or business opportunities, or fraud with respect to the Company or any of its customers or suppliers; material conduct by the NEO causing any member of the Company public disgrace or disrepute or economic harm; failure of the NEO to perform duties assigned by the Company (with certain limited exceptions and subject to a cure period); any act or knowing omission of the NEO aiding or abetting a competitor or supplier of the Company to the disadvantage or detriment of the Company; the NEO’s breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company; a material violation by the NEO of any policy of the Company applicable to the NEO that has been communicated to the NEO in writing, including gross insubordination; any attempt by the NEO to secure any personal profit (other than through his indirect ownership of equity in the Company) in connection with the business of the Company; or any other material breach by the NEO of his employment agreement or any other agreement between the NEO and the Company which is incurable or not cured to the Board’s reasonable satisfaction within ten days after written notice thereof to the NEO. In addition, for purposes of the foregoing employment agreement, “good reason” generally means (i) a material reduction in the nature or scope of the NEO’s aggregate duties and responsibilities; (ii) failure of the Company to pay or cause to paid NEO’s base salary or annual incentive, if earned, or failure of the Company to deliver the equity awards, if vested, unless agreed by the NEO.\n\n \n\n83\n\n \n\n \n\n**Director Compensation Table**\n\n \n\nThe following table provides information regarding the compensation provided to our directors for the fiscal year ended March 31, 2026, excluding the executive director whose compensation has been disclosed above in the Summary Compensation Table.\n\n \n\nName (a)\n \nFees\n\nearned or\npaid in cash\n($) (b)\n \n \nStock\n\nawards\n($) (c) (3)\n \n \nNon-equity\nincentive\nplan\ncompensation\n($) (d) (4)\n \n \nNonqualified\ndeferred\ncompensation\nearnings\n($) (e)\n \n \nAll other\ncompensation\n($) (f)\n \n \nTotal\n($) (g)\n \n\nVenu Raman Kumar\n \n$\n325,000\n \n \n \n-\n \n \n \n162,500\n \n \n \n-\n \n \n \n-\n \n \n$\n487,500\n \n\nSudhir Pannikassery\n \n$\n150,000\n(1) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n$\n150,000\n \n\nAlok Kochhar\n \n$\n50,000\n \n \n \n73,250\n \n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n$\n123,250\n \n\nBiswajit Dasgupta\n \n$\n50,000\n \n \n \n73,250\n \n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n$\n123,250\n \n\nNina B. Shapiro\n \n$\n50,000\n \n \n \n73,250\n \n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n$\n123,250\n \n\nRamesh Venkataraman\n \n$\n12,500\n(2) \n \n \n73,250\n(5) \n \n \n-\n \n \n \n-\n \n \n \n152,165\n(2) \n \n$\n237,915\n \n\n \n\n \n\n(1)\nSudhir Panikassery passed away on September 19, 2025. The amount included in this table in respect of fees reflects a pro-rated amount for the period during fiscal year 2026 that he served as a director.\n\n(2)\n\nRamesh Venkataraman resigned from the Board effective June 30, 2025. The amount included in this table in respect of fees reflects a pro-rated amount for the period during fiscal year 2026 that he served as a director. The “All Other Compensation” column includes $100,000 Mr. Venkataraman earned for consulting fees in fiscal year 2026 after resignation from the board along with a one-time bonus of $50,000 and $2,165 as reimbursements in terms with the Consulting agreement with Mr. Venkataraman. Please see below for additional details regarding compensation in connection with Mr. Venkataraman consulting agreement.\n\n(3)\nThe amounts in this column represent the aggregate grant fair value of restricted stock unit awards(“RSUs”) granted to the directors in the fiscal year ended March 31, 2026 for their services as non-executive directors of the Company, computed in accordance with ASC Topic 718. See Note 14 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for the assumptions used in calculating the grant date fair value. The RSUs were granted on September 9, 2025, which were fully vested on the grant date. No RSUs or other stock awards remained unvested for any director as of March 31, 2026.\n\n(4)\nAfter considering the Company’s business performance for fiscal year 2026 and meaningful margin expansion driven by cost discipline and operating leverage, the Compensation Committee assessed management outcomes in the context of both top-line and improved profitability and execution. Accordingly the Committee determined that Mr. Venu Raman Kumar be awarded one-time cash bonus equal to 50% of his annual director fees, equal to $162,500.\n\n(5)\nThis represents the aggregate grant fair value of restricted stock unit awards(“RSUs”) granted to Mr. Venkataraman in the fiscal year ended March 31, 2026 computed in accordance with ASC Topic 718 in accordance with his Consulting Agreement as defined below. See Note 14 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for the assumptions used in calculating the grant date fair value. The RSUs were granted on September 9, 2025, which were fully vested on the grant date.\n\n \n\n84\n\n \n\n \n\n**Aeries Director Agreements**\n\n \n\n*Director Agreement with Chairman*\n\n \n\nOn February 10, 2025, Aeries entered into a board of directors agreement with Mr. Kumar (the “Kumar Director Agreement”). Under the agreement, Mr. Kumar will serve as Chairman of Board and non-executive Chairman of the Company during his directorship. Aeries will pay Mr. Kumar an annual fee of $325,000. Additionally, effective from April 1, 2026, Aeries entered into an Amended and Re-Stated Board of Directors Agreement (the “Revised Agreement”) with Mr. Kumar, dated May 14, 2026 to increase the annual director fee to $425,000. The Director shall also be entitled to an annual bonus opportunity up to 100% of the Directors’ Fees, the amount of which shall be determined by the Board in its sole discretion.\n\n \n\nSubject to role requirement, as well as other provisions of the Company’s Equity Incentive Plan, the Company may issue to Mr. Kumar options as set forth and described in the award agreement to be entered into with Mr. Kumar, as needed.\n\n \n\n*Director Agreements with Executive Directors*\n\n \n\nOn February 10, 2025, Aeries entered into a board of directors agreement with Mr. Khare (an “Executive Director”). Under the agreement, Aeries will pay the Executive Director an annual cash fee of $1 for director services. The Executive Director agreed to confidentiality and intellectual property protection provisions as part of the agreement. In connection with this agreement, he received $1 as compensation for his services as a director in fiscal year 2026. Descriptions of Mr. Khare’s total compensation can be found under “Executive Compensation” above.\n\n \n\n*Director Agreements with Non-Executive Directors*\n\n \n\nOn November 6, 2023, Aeries entered into a director agreement with Mr. Kochhar, Mr. Dasgupta Ms. Shapiro and Mr. Venkataraman (each, a “Non-Executive Director”). Under the agreement, Aeries will pay the Non-Executive Director an annual fee of $50,000 for director services. Additionally, the Non-Executive Director is eligible for a one-time grant of up to 75,000 restricted share units pursuant to the Plan as well as reimbursement for expenses incurred in connection with the non-employee director’s services. The Non-Executive Director agreed to confidentiality and intellectual property protection provisions as part of the agreement. Finally, the agreement also provides the applicable non-employee director with indemnification against any liability incurred in the performance of the non-employee director’s services to the fullest extent authorized in Aeries’ amended and restated memorandum and articles of association, as well as director’s and officer’s liability insurance.\n\n \n\nDuring the fiscal year ended March 31, 2025, the Board constituted a Special Committee comprising Mr. Dasgupta, Mr. Venkataraman and Ms. Shapiro to review and evaluate a proposed transaction. While the transaction did not materialize, the Board, in recognition of the efforts of the Special Committee members, approved the grant of an additional 50,000 RSUs to each member as compensation for their services on the Special Committee. Separately, Mr. Kochhar was granted an additional 50,000 RSUs in recognition of his efforts towards the advisory on M&A and financing.\n\n \n\nAccordingly, Aeries granted all Non-Executive Directors as on March 31, 2026 and Mr. Venkataraman 125,000 RSUs each (comprising 75,000 RSUs under the director agreement and 50,000 RSUs as additional compensation as described above) on September 9, 2025, which were fully vested on the grant date.\n\n \n\nRamesh Venkataraman resigned from the Board effective June 30, 2025. Effective July 1, 2025, Aeries entered into an advisory Board agreement with Mr. Venkataraman (the “Consulting Agreement”) with an objective to facilitate a high-quality sales pipeline build, drive high value deals and conversion to help strengthen market positions in the GCC industry. Under the agreement, Aeries will pay the Advisor a fee of $ 100,000 for the term of the agreement prorated based on the actual period during which the Advisor provides Services. Such fee shall be paid as follows: (i) 50% (fifty percent) of the fee shall be paid in cash and (ii) the balance 50% shall be paid, either by way of cash, equity awards (provided the Company remains a Nasdaq-listed entity), or a combination of the two, at the Company’s sole discretion. The Advisor shall also be entitled to a one-time bonus of $ 50,000.\n\n \n\nFurther, effective from April 1, 2026, Aeries entered into a Renewal and Amendment Agreement (the “Revised Agreement”) with Mr. Venkataraman, dated March 31, 2026 for a term of 1 year. Under the Revised Agreement, the Advisor shall be paid an annual advisory fee of $50,000 and he shall also be entitled to a Referral Fee as per the terms and conditions set out in the Revised Agreement.\n\n \n\n85"}